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Item 5. Other Information

2026-05-15 compared with 2025-11-14 · 21 added, 36 removed, 12 unchanged (83% of the section changed)

6 unchanged sentences

(a “Rule 10b5-1 trading arrangement”);

and/or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in Item

408(c) of Regulation S-K.

ATM Sales Agreement, by and among the Company and ThinkEquity LLC, H.C.

Wainwright & Co., LLC and Roth Capital Partners, LLC, dated July 3, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on July 3, 2025).

Stock Purchase Agreement dated as of July 11, 2025 between NextNRG, Inc.

and Lender (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on July 17, 2025).

Promissory Note dated July 15, 2025 between NextNRG, Inc.

and Lender (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on July 17, 2025).

Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on September 9, 2025).

Form of Notes (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on September 9, 2025).

Form of Warrants (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on September 9, 2025).

Form of Due Diligence Notes (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on September 9, 2025).

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed on September 9, 2025).

Form of Security Agreement (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed on September 9, 2025).

Form of Guaranty (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed on September 9, 2025).

Stock Purchase Agreement between the Company and Michael D.

Farkas, dated September 18, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on September 19, 2025).

and/or (ii) any “non-Rule

10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

Stock Purchase Agreement, dated as of January 20, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 26, 2026).

Stock Purchase Agreement, dated as of January 28, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 2, 2026).

Stock Purchase Agreement, dated as of January 29, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February 2, 2026).

Rule 13a-14(a) Certification of Principal Executive Officer.

Rule 13a-14(a) Certification of Principal Financial Officer.

Certification Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive Officer and Principal Financial Officer.

Inline XBRL Instance Document